UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 3, 2024
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UNITEDHEALTH GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
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| | | | | | | | | | | | | | |
| Delaware | | 1-10864 | | 41-1321939 |
(State or other jurisdiction of incorporation)
| | (Commission File Number)
| | (I.R.S. Employer Identification No.)
|
| | | | | | | | | | | |
| UnitedHealth Group Center, 9900 Bren Road East, | Minnetonka, | Minnesota | 55343 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (952) 936-1300
N/A
(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $.01 par value | | UNH | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). There were 825,082,260 shares of common stock represented at the Annual Meeting. The shareholders of the Company voted as follows on the following matters at the Annual Meeting:
1.Election of Directors. The ten directors were elected at the Annual Meeting for a one-year term based upon the following votes:
| | | | | | | | | | | | | | |
| Director Nominee | For | Against | Abstain | Broker Non-Votes |
| Charles Baker | 757,436,895 | 2,181,976 | 949,402 | 64,513,987 |
| Timothy Flynn | 743,347,313 | 16,273,830 | 947,130 | 64,513,987 |
| Paul Garcia | 707,316,443 | 51,658,321 | 1,593,509 | 64,513,987 |
| Kristen Gil | 708,296,204 | 50,693,350 | 1,578,719 | 64,513,987 |
| Stephen Hemsley | 734,137,649 | 24,859,316 | 1,571,308 | 64,513,987 |
| Michele Hooper | 724,986,106 | 34,656,118 | 926,049 | 64,513,987 |
| F. William McNabb III | 692,124,063 | 65,356,736 | 3,087,474 | 64,513,987 |
| Valerie Montgomery Rice, M.D. | 753,732,946 | 5,943,876 | 891,451 | 64,513,987 |
| John Noseworthy, M.D. | 726,412,328 | 32,566,511 | 1,589,434 | 64,513,987 |
| Andrew Witty | 755,439,553 | 3,697,461 | 1,431,259 | 64,513,987 |
2.Non-binding advisory vote on executive compensation. The Company’s executive compensation was approved by a non-binding advisory vote based upon the following votes:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 729,597,136 | 29,075,527 | 1,895,610 | 64,513,987 |
3.Ratification of the appointment of Deloitte & Touche LLP. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024 was ratified based upon the following votes:
| | | | | | | | |
| For | Against | Abstain |
| 778,353,678 | 45,697,349 | 1,031,233 |
4.Shareholder proposal requiring a political contributions congruency report. The shareholder proposal was not approved based upon the following votes:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 188,249,025 | 555,444,439 | 16,874,809 | 64,513,987 |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 7, 2024
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| | | UNITEDHEALTH GROUP INCORPORATED |
| | | | |
| | | | |
| | | By: | /s/ Kuai H. Leong |
| | | | |
| | | | Kuai H. Leong |
| | | | Senior Deputy General Counsel and Deputy Corporate Secretary |
